SEC News Digest

Issue 2012-54 March 20, 2012

Commission announcements

Trading Suspended in the Securities of ProElite and Universal Guardian

The Commission issued an Order of Suspension of Trading Pursuant to Section 12(k) of the Securities Exchange Act of 1934 (Order of Suspension) against ProElite, Inc. and Universal Guardian Holdings, Inc. The Order of Suspension finds that there is a lack of current and accurate information concerning the securities of ProElite and Universal Guardian because they have been delinquent in their required periodic reports since December 2008 and September 2007, respectively.

Based on the above, the Order suspends the trading in the securities of ProElite and Universal Guardian for the period from 9:30 a.m. EDT on March 20, 2012, through 11:59 p.m. EDT on April 2, 2012. (Rel. 34-66620)

Enforcement proceedings

Commission Revokes Registration of Securities of US Dry Cleaning Corp. (n/k/a US Dry Cleaning Services Corp.) For Failure to Make Required Periodic Filings

On March 20, 2012, the Commission revoked the registration of each class of registered securities of US Dry Cleaning Corp. (n/k/a US Dry Cleaning Services Corp.) (US Dry Cleaning) for failure to make required periodic filings with the Commission.

Without admitting or denying the findings in the Order, except as to jurisdiction, which it admitted, US Dry Cleaning consented to the entry of an Order Making Findings and Revoking Registration of Securities Pursuant to Section 12(j) of the Securities Exchange Act of 1934 as to US Dry Cleaning Corp. (n/k/a US Dry Cleaning Services Corp.) finding that it had failed to comply with Section 13(a) of the Securities Exchange Act of 1934 (Exchange Act) and Rules 13a-1 and 13a-13 thereunder and revoking the registration of each class of US Dry Cleaning’s securities pursuant to Section 12(j) of the Exchange Act. This Order settled the proceedings brought against US Dry Cleaning in In the Matter of Tempest Microsystems, Inc., et al., Administrative Proceeding File No. 3-14758.

Brokers and dealers should be alert to the fact that Exchange Act Section 12(j) provides, in pertinent part, as follows:

No member of a national securities exchange, broker, or dealer shall make use of the mails or any means or instrumentality of interstate commerce to effect any transaction in, or to induce the purchase or sale of, any security the registration of which has been and is suspended or revoked . . . .

In the Matter of ProElite, Inc. and Universal Guardian Holdings, Inc.

In conjunction with today’s trading suspension, the Commission issued an Order Instituting Administrative Proceedings and Notice of Hearing Pursuant to Section 12(j) of the Securities Exchange Act of 1934 against ProElite, Inc. (ProElite) and Universal Guardian Holdings, Inc. (Universal Guardian). The Order finds that ProElite and Universal Guardian are both delinquent in their periodic filings with the Commission, having not filed any periodic reports since ProElite filed a Form 10-K for the period ended December 30, 2008 and Universal Guardian filed a Form10-QSB for the period ended September 30, 2007. (Rel. 34-66621; File No. 3-14806)

In the Matter of Michael A. Kimelman

The U.S. Securities and Exchange Commission announced today that on March 16, 2012, The Honorable Richard J. Sullivan of the United States District Court for the Southern District of New York, entered a final judgment against Michael Kimelman in SEC v. Cutillo et al., 09-CV-9208, an insider trading case the SEC filed on November 5, 2009. The SEC charged Kimelman, who was a trader at Lighthouse Financial Group, LLC, with trading on inside information regarding the announced acquisition of 3Com Corp. in September 2007.

In its complaint, the SEC alleged that Arthur Cutillo, a former attorney with the law firm Ropes & Gray LLP, misappropriated from his law firm material nonpublic information concerning, among other things, the potential acquisition of 3Com, and tipped the inside information, through another attorney, to Zvi Goffer, in exchange for kickbacks. The SEC further alleged that Goffer tipped the inside information to a number of individuals, including Kimelman, who traded based on the information, realizing illicit profits of approximately $270,000 in two personal trading accounts.

To settle the SEC’s charges, Kimelman consented to the entry of a final judgment that: (i) permanently enjoins him from violations of Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder; and (ii) orders him to pay disgorgement of $273,255, plus prejudgment interest of $54,582. In a related SEC administrative proceeding, Kimelman consented to the entry of an SEC order barring him from association with any broker or dealer, investment adviser, municipal securities dealer or transfer agent, and barring him from participating in any offering of a penny stock. Kimelman previously was found guilty of securities fraud and conspiracy to commit securities fraud in a related criminal case, United States v. Michael Kimelman, 10-CR-0056 (S.D.N.Y.), and was sentenced to 30 months in prison and ordered to pay a criminal forfeiture of $289,079. [SEC v. Cutillo, et al., Civil Action No. 09-CV-9208 (S.D.N.Y.) (RJS)] (LR-22299); Administrative Proceeding (Rel. 34-66626; File No. 3-14807)

self-regulatory organizations

Immediate Effectiveness of Proposed Rule Changes

A proposed rule change filed by NYSE Amex LLC (SR-NYSEAmex-2012-17) implementing fee changes relating to trading Nasdaq securities pursuant to unlisted trading privileges has become effective pursuant to Section 19(b)(3)(A) of the Securities Exchange Act of 1934. Publication is expected in the Federal Register during the week of March 19. (Rel. 34-66599)

A proposed rule change filed by New York Stock Exchange LLC (SR-NYSE-2012-07) implementing certain changes to the transaction fees and credits within the New York Stock Exchange Price List has become effective pursuant to Section 19(b)(3)(A) of the Securities Exchange Act of 1934. Publication is expected in the Federal Register during the week of March 19. (Rel. 34-66600)

A proposed rule change filed by the International Securities Exchange, LLC (SR-ISE-2012-20) to adopt a new order type has become effective under Section 19(b)(3)(A) of the Securities Exchange Act of 1934. Publication is expected in the Federal Register during the week of March 19. (Rel. 34-66617)

Securities Act Registrations

The following registration statements have been filed with the SEC under the Securities Act of 1933. The reported information appears as follows: Form, Name, Address and Phone Number (if available) of the issuer of the security; Title and the number and/or face amount of the securities being offered; Name of the managing underwriter or depositor (if applicable); File number and date filed; Assigned Branch; and a designation if the statement is a New Issue.

Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics

5.06

Change in Shell Company Status

6.01

ABS Informational and Computational Material.

6.02

Change of Servicer or Trustee.

6.03

Change in Credit Enhancement or Other External Support.

6.04

Failure to Make a Required Distribution.

6.05

Securities Act Updating Disclosure.

7.01

Regulation FD Disclosure

8.01

Other Events

9.01

Financial Statements and Exhibits

8-K reports may be viewed in person in the Commission's Public Reference Branch at 100 F Street, N.E., Washington, D.C. To obtain paper copies, please refer to information on the Commission's Web site at http://www.sec.gov/answers/publicdocs.htm. In most cases, you can view and download this information by using the search function located at http://www.sec.gov/edgar/searchedgar/companysearch.html.